SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from _________________ to ___________________
Commission File Number: 000-31821
FINGER LAKES BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
UNITED STATES 16-1594819
- -------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
470 EXCHANGE STREET 14456
- ---------------------------------------- -----------------------------------
(Address of Principal Executive Offices) (Zip Code)
(315) 789-3838
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(Registrant's Telephone Number including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
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Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of February 28, 2002, there were issued 3,451,257 shares of the
Registrant's Common Stock. The aggregate value of the voting stock held by
non-affiliates of the Registrant, computed by reference to the average bid and
asked prices of the Common Stock as of February 28, 2002 ($11.16) was
$34,028,938.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS
GENERAL
FINGER LAKES BANCORP, INC. Finger Lakes Bancorp is the Delaware
chartered holding company parent of Savings Bank of the Finger Lakes. Finger
Lakes Bancorp was formed in connection with the conversion of Finger Lakes
Financial Corporation, MHC from mutual to stock form in November 2000. At
December 31, 2001 Finger Lakes Bancorp had consolidated assets totaling $343.4
million, deposits of $231.7 million and consolidated stockholders' equity of
$36.8 million.
SAVINGS BANK OF THE FINGER LAKES. Savings Bank of the Finger Lakes was
formed as the result of the merger in 1984 of Geneva Savings Bank, a New
York-chartered savings bank, and Geneva Federal Savings and Loan Association. On
November 10, 1994, Savings Bank of the Finger Lakes completed its reorganization
from a federally chartered, mutual savings bank to a federally chartered mutual
holding company known as Finger Lakes Financial Corporation, MHC. Savings Bank
of the Finger Lakes reorganized into a two-tier mutual holding company structure
on August 17, 1998.
Savings Bank of the Finger Lakes has traditionally operated as a
community oriented savings institution providing mortgage loans and other
traditional financial services to those in its local community. Savings Bank of
the Finger Lakes is primarily engaged in attracting deposits from the general
public through its offices and using those funds to originate loans secured by
real estate. Savings Bank of the Finger Lakes also originates commercial
business loans, consumer loans, mobile home loans and home equity loans and
lines of credit. Savings Bank of the Finger Lakes also has a securities
portfolio primarily consisting of mortgage-backed securities issued by federal
agencies, United States common stocks and corporate and municipal bonds.
MARKET AREA
The Savings Bank of the Finger Lakes currently conducts business
through its main office and branch offices located in the Finger Lakes region of
New York State. Geneva, New York, where Savings Bank of the Finger Lakes is
headquartered, is located in the eastern end of Ontario county and has a
population of approximately 14,000 as of December 2001. We have sought to
increase our presence in the Finger Lakes region by expanding our branch network
and emphasizing a variety of loan and investment products. Our growth has been
targeted to include those areas of the Finger Lakes region that have shown
relative economic strength. Our market area is mainly rural with employment
based primarily in education, service industries, and small manufacturing
concerns, which have experienced little growth in recent years, and agricultural
operations. Approximately 50% of the market area's labor force is employed in
traditional white collar jobs. The two largest employers in Geneva are Hobart
and William Smith Colleges and Geneva General Hospital. The largest employer in
Seneca county is ITT Fluid Technology. The largest employer in Tompkins county
is Cornell University. The two largest employers in Auburn are Cayuga Medical
Center and the New York State Correctional Facility. The two largest employers
in Canandaigua are Pactiv and the Veteran's Administration Hospital.
1
LENDING ACTIVITIES
GENERAL. Our loan portfolio is predominantly comprised of conventional
real estate mortgages, including one-to four-family dwellings, and commercial
real estate. Historically, our primary emphasis has been on the origination of
residential mortgages. In recent years we have sought to increase our
multi-family and commercial real estate lending as well as non-mortgage lending,
in particular home equity loans and commercial business lending. At December 31,
2001, loans totaled $179.6 million, of which $73.1 million, or 40.73%, were
secured by one-to four-family real estate, $45.4 million, or 25.30% were secured
by multi-family and commercial real estate, $4.3 million, or 2.37%, were
construction loans, and $56.8 million or 31.60% were non-mortgage loans. At
December 31, 2001, these non-mortgage loans consisted of commercial business
loans of $16.2 million, or 9.00% of total loans; consumer loans of $5.4 million,
or 3.01% of total loans; mobile home loans of $11.2 million, or 6.22% of total
loans and home equity and property improvement loans of $24.0 million, or 13.37%
of total loans.
2
LOAN PORTFOLIO COMPOSITION. The following table sets forth the
composition of our loan portfolio by type of loan at the dates indicated.
AT DECEMBER 31,
------------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
--------------------- ----------------- ------------------ ------------------ -----------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
---------- --------- ----------------- -------- ------- ------ ------- -------- --------
(DOLLARS IN THOUSANDS)
MORTGAGE LOANS:
One-to-four-family real
estate................... 73,141 40.73% $84,490 49.07% $90,705 56.68% $89,456 61.19% $75,679 63.42%
Multi-family and commercial
real estate.............. 45,422 25.30 35,723 20.75 28,042 17.52 20,534 14.05 19,243 16.13
Construction............... 4,262 2.37 2,755 1.60 2,695 1.69 6,912 4.73 2,103 1.75
-------- --------- -------- -------- -------- -------- -------- -------- ------- ---------
Total mortgage loans.. 122,825 68.40 122,968 71.42 121,442 75.89 116,902 79.97 97,025 81.30
-------- --------- -------- -------- -------- -------- -------- -------- ------- ---------
NON-MORTGAGE LOANS:
Commercial business........ 16,158 9.00 13,987 8.12 9,896 6.18 5,413 3.70 3,392 2.84
Home equity and property
improvement.............. 24,002 13.37 21,043 12.22 18,235 11.39 12,874 8.81 9,184 7.70
Mobile home................ 11,178 6.22 8,429 4.89 4,501 2.81 4,074 2.79 4,916 4.12
Consumer................... 5,401 3.01 5,761 3.35 5,966 3.73 6,920 4.73 4,819 4.04
-------- --------- -------- -------- -------- -------- -------- -------- ------- ---------
Total non-mortgage loans... 56,739 31.60 49,220 28.58 38,598 24.11 29,281 20.03 22,311 18.70
-------- --------- -------- -------- -------- -------- -------- -------- ------- ---------
Total loans................ 179,564 100.00% 172,188 100.00% 160,040 100.00% 146,183 100.00% 119,336 100.00%
========= ======== ======== ======== =========
Premiums, net of deferred
fees..................... 2,193 1,702 791 647 871
Allowance for loan losses.. (1,534) (1,468) (1,349) (1,176) (1,149)
-------- -------- -------- -------- --------
Net loans..................$180,223 $172,422 $159,482 $145,654 $119,058
======== ======== ======== ======== ========
3
CONTRACTUAL PRINCIPAL REPAYMENTS. The following table sets forth
certain information at December 31, 2001 regarding the dollar amount of loans
maturing in our portfolio, based on the contractual terms to maturity. Demand
loans, loans having no stated schedule of repayments and no stated maturity and
overdrafts are reported as due under one year.
DUE UNDER DUE 1-3 DUE 3-5 DUE 5-10 DUE 10-20 DUE 20+
1 YEAR YEARS YEARS YEARS YEARS YEARS TOTAL
--------- --------- --------- --------- -------- -------- --------
(IN THOUSANDS)
One-to four-family real estate...... $ 3,010 $ 6,722 $ 7,782 $24,158 $20,589 $10,880 $73,141
Multi-family and commercial real
estate............................ 3,027 6,885 6,819 16,847 11,844 -- 45,422
Construction........................ 4,262 -- -- -- -- -- 4,262
Commercial business................. 4,785 10,329 1,044 -- -- -- 16,158
Home equity and property
improvement....................... 883 1,991 2,337 6,259 6,784 5,748 24,002
Mobile home......................... 318 736 895 3,179 6,050 -- 11,178
Consumer............................ 1,160 2,666 1,575 -- -- -- 5,401
------- ------- ------- ------- ------- ------- --------
Total............................... $17,445 $29,329 $20,452 $50,443 $45,267 $16,628 $179,564
======= ======= ======= ======= ======= ======= ========
The following table sets forth the dollar amount of all loans due after
one year from December 31, 2001, which have fixed interest rates or which have
floating or adjustable interest rates.
FLOATING OR
FIXED RATES ADJUSTABLE RATES TOTAL
----------- ---------------- -----
(DOLLARS IN THOUSANDS)
One-to four-family real estate.................................. $43,189 $ 26,942 $ 70,131
Multi-family and commercial real estate......................... 4,541 37,854 42,395
Commercial business............................................. 5,211 6,162 11,373
Home equity and property improvement............................ 7,264 15,855 23,119
Mobile home..................................................... 10,860 -- 10,860
Consumer........................................................ 4,241 -- 4,241
------- -------- --------
Total........................................................... $75,306 $ 86,813 $162,119
======= ======== ========
Percent of total................................................ 46.45% 53.55% 100.00%
======= ======== ========
Scheduled contractual amortization of loans does not reflect the actual
term of the loan portfolio. The average life of loans is substantially less than
their contractual terms because of prepayments and due-on-sale clauses, which
give Savings Bank of the Finger Lakes the right to declare a conventional loan
immediately due and payable in the event, among other things, that the borrower
sells the real property subject to the mortgage.
4
ORIGINATIONS, PURCHASES AND SALES OF LOANS.
The following table shows total loans originated, purchased, sold and
repaid during the periods indicated.
YEAR ENDED DECEMBER 31,
-----------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)
LOAN ORIGINATIONS:
One-to four-family real estate.......................................... $ 11,169 $ 7,085 $ 21,869
Multi-family and commercial real estate................................. 9,364 10,972 7,924
Construction............................................................ 5,297 2,410 5,257
Commercial business loans............................................... 15,781 7,187 10,936
Home equity and property improvement loans.............................. 12,567 5,628 10,234
Mobile home loans....................................................... 4,329 4,944 1,388
Consumer loans.......................................................... 3,452 3,489 3,030
-------- -------- --------
Total loans originated.................................................. 61,959 41,715 60,638
Purchases............................................................... -- -- 51
-------- -------- --------
Total loans originated and purchased.................................... 61,959 41,715 60,689
-------- -------- --------
SALES AND PRINCIPAL REDUCTIONS:
Loans sold.............................................................. 12,715 5,206 14,000
Loan principal payments and other reductions............................ 41,868 24,360 32,832
-------- -------- --------
Total sold and principal reductions..................................... 54,583 29,566 46,832
Increase (decrease) due to other items, net............................. 425 791 (29)
-------- -------- --------
Net increase in net loan portfolio...................................... $ 7,801 $12,940 $ 13,828
======== ======== ========
ONE-TO FOUR-FAMILY REAL ESTATE LOANS. Lower interest rates for most of
the year resulted in higher one- to four-family originations in 2001 than in
prior years. At December 31, 2001, $73.1 million, or 40.73%, of our total loan
portfolio consisted of one-to four-family real estate loans, down from $84.5
million or 49.07% at December 31, 2000.
We offer both fixed-rate and adjustable-rate one-to four-family real
estate loans with various terms up to 30 years. In recent periods a substantial
number of our originations of fixed-rate loans had terms of 15 years. Currently,
substantially all fixed-rate loans originated by us are sold to Fannie Mae on a
servicing retained basis. As of December 31, 2001, 53.3% of our one-to
four-family real estate loan portfolio had terms of between 16 and 30 years.
We offer adjustable-rate mortgages in order to decrease the
vulnerability of our operations to changes in interest rates. At December 31,
2001, 32.4% of the one-to four-family real estate loans in our loan portfolio
consisted of adjustable-rate loans. Adjustable-rate mortgages are offered with
initial rates which are fixed for one, three and five years and adjust annually
thereafter. One-year adjustable rate loans have a 2% cap on the annual rate
adjustment with a 6% rate adjustment cap over the life of the loan. Three- and
five-year adjustable rate mortgages have a 3% cap on the annual rate adjustment
with a 6% rate adjustment cap over the life of the loan. Adjustable rate loans
are priced in accordance with the corresponding treasury security.
Adjustable-rate mortgage loans decrease the risks associated with changes in
interest rates but involve other risks, primarily because as interest rates
rise, the payment by the borrower rises to the extent permitted by the terms of
the loan, thereby increasing the potential for default. At the same time, the
marketability of the property securing the loan may be adversely affected by
higher interest rates.
Originations of one- to four- family real estate loans in 2001 totaled
$11.2 million, compared to $7.1 million in 2000, and $21.9 million in 1999.
Generally, one-to four-family mortgage loans are originated with loan-to-value
ratios up to 95% of the appraised value of the property or the purchase price of
the property with private mortgage insurance. Loans have "due on sale" clauses,
which are provisions giving us the right to declare a loan immediately due and
payable in the event the borrower sells or otherwise disposes of the property
serving as collateral for the mortgage. We receive appraisals on all one-to
four-family loans. We also review and verify each loan applicant's income and
credit history.
MULTI-FAMILY AND COMMERCIAL REAL ESTATE LOANS. At December 31, 2001,
$45.4 million, or 25.30%, of our total loan portfolio consisted of loans secured
by existing multi-family and commercial real estate, up from $35.7 million or
5
20.75% of total loans at December 31, 2000. Our multi-family and commercial real
estate loans include loans secured by small office buildings, retail
establishments, light manufacturing and distribution facilities and apartment
buildings.
We originate both fixed- and adjustable-rate multi-family and
commercial real estate loans. We generally offer multi-family and commercial
real estate loans with amortization schedules of up to twenty years with no more
than five years at a fixed rate of interest. Multi-family and commercial real
estate loans are originated with loan-to-value ratios generally up to 80% of the
lower of the purchase price or an independent appraisal. In deciding to
originate a multi-family or commercial real estate loan, we will review the
credit worthiness of the borrower, the expected cash flow from the property
securing the loan, the cash flow from the property to debt service requirements
of the borrower, the value of the property and the quality of the management
involved with the property. Generally, we will obtain the personal guarantee of
the principals when originating multi-family and commercial real estate loans.
We originated $9.4 million of multi-family and commercial real estate loans in
2001, compared to $11.0 million in 2000 and $7.9 million in 1999.
Multi-family and commercial real estate lending is generally considered
to involve a higher degree of credit risk than one-to four-family residential
lending. Such lending may involve large loan balances concentrated on a single
borrower or group of related borrowers. In addition, the payment experience on
loans secured by income producing properties is typically dependent on the
successful operation of the related real estate project. Consequently the
repayment of the loan may be subject to adverse conditions in the real estate
market or the economy generally.
CONSTRUCTION LOANS. We make construction loans for residential and
commercial purposes. Construction loans are disbursed as construction is
completed. We generally will not make construction loans on a speculative basis.
At December 31, 2001, construction loans totaled $4.3 million, or 2.37%, of the
total loan portfolio. Of this amount, residential construction loans amounted to
$647,000 or 0.36% of our total loan portfolio. Residential construction lending
is generally limited to our primary lending area. Residential construction loans
are generally to end owners and are structured to be converted to permanent
loans at the end of the construction phase, which typically is no more than nine
months. Residential construction loans have terms which generally match the
non-construction loans then offered by us, except that during the construction
phase the borrower only pays interest on the loan. The interest rates charged on
such loans are generally 0.25% higher than those charged on other single-family
residential loans. Residential construction loans are underwritten pursuant to
the same general guidelines used for originating permanent loans. In addition,
residential construction loans may be sold to Fannie Mae on a servicing retained
basis following its conversion to a permanent loan after the construction
period.
At December 31, 2001, commercial construction loans amounted to $3.6
million or 2.01% of our total loan portfolio. Commercial construction lending is
generally limited to our primary lending areas. These loans are generally
structured to convert to permanent financing at the end of the construction
phase, which typically is no more than twenty-four months, including a "lease up
period" of up to twelve months. Commercial construction loans may also be
structured for permanent financing by other financial institutions upon
completion of the construction period. Commercial construction loans are
underwritten pursuant to established policy guidelines. Construction financing
is generally considered to involve a higher degree of credit risk than long-term
financing on owner-occupied real estate because of the uncertainties of
construction, including the possibility of costs exceeding the initial
estimates.
COMMERCIAL BUSINESS LOANS. At December 31, 2001, $16.2 million, or
9.00% of our total loan portfolio consisted of commercial business loans.
Commercial business loans are generally provided to various types of closely
held businesses located principally in our primary market area. Our commercial
business loans may be structured as short-term self-liquidating lines of credit
and term loans. Commercial business term loans generally have terms of five
years or less (up to seven years if guaranteed by the Small Business
Administration) and interest rates which float in accordance with the prime
rate, although we also originate commercial business loans with fixed rates of
interest. Our commercial lines of credit and commercial term loans generally are
secured by equipment, machinery or other corporate assets including real estate
and receivables. In addition, we generally obtain personal guarantees from the
principals of the borrower with respect to commercial business loans.
6
We have actively sought to increase our commercial business lending. We
established a commercial lending department in 1996. This department currently
has four dedicated lenders and three back office support staff. During 2001, we
originated $15.8 million in commercial business loans, compared to $7.2 million
and $10.9 million during 2000 and 1999, respectively.
Commercial business loans generally are deemed to entail significantly
greater credit risk than that which is involved with residential real estate
lending. The repayment of commercial business loans typically is dependent on
the successful operations and income of the borrower. Such risks can be
significantly affected by economic conditions. In addition, commercial business
lending generally requires substantially greater oversight efforts compared to
residential real estate lending.
HOME EQUITY AND PROPERTY IMPROVEMENT LOANS. We offer home equity loans
and lines of credit and property improvement loans, the total of which amounted
to $24.0 million, or 13.37%, of the total loan portfolio as of December 31,
2001. Home equity loans and lines of credit are generally made only for owner
occupied homes. Home equity loans and lines of credit are secured by second
mortgages on residences with the maximum loan to appraised value ratio permitted
by Savings Bank of the Finger Lakes (after inclusion of any senior liens on the
property thereto) being 100%. We intend to continue emphasizing the origination
of home equity and property improvement loans within our market area.
MOBILE HOME LOANS. We purchase mobile home loans from a third-party
loan originator who specializes in such lending. As of December 31, 2001, we had
$11.2 million, or 6.22%, of our total loan portfolio secured by mobile homes
owned by individuals. While we generally lend throughout the states of New York
and New Jersey, the mobile home units are primarily located in what we believe
to be well-managed mobile home parks. Mobile home loans are made at fixed rates
for terms of up to 20 years, although most mobile home loans have terms of 15
years.
CONSUMER LOANS. Subject to the restrictions contained in federal laws
and regulations, we also are authorized to make loans for a wide variety of
personal or consumer purposes. As of December 31, 2001, $5.4 million, or 3.01%,
of our total loan portfolio consisted of consumer loans. We also offer unsecured
personal loans in amounts up to $5,000.
LOAN ORIGINATIONS AND UNDERWRITING. Our lending activities are subject
to written, non-discriminatory, underwriting standards and the loan origination
procedures adopted by management and the Board of Directors. Designated loan
officers have the authority to approve residential loans up to $300,700 and
consumer loans up to $100,000. Residential and consumer loans up to $350,000 may
be approved by a senior lending officer. Residential and consumer loans
exceeding these amounts and up to $500,000 may be approved by our President and
or a senior loan officer. Commercial business loans and commercial real estate
loans may be approved by designated loan officers up to $200,000. Commercial
business loans and multi-family and commercial real estate loans in excess of
$200,000 and up to $500,000 may be approved by a senior loan officer or
President and Chief Executive Officer. All loans in excess of the individual
loan limits described above must be approved by the loan committee which
consists of officers of the Savings Bank of the Finger Lakes. This committee has
the authority to approve loans up to $750,000. If any loan or group of loans to
one borrower exceeds $750,000, it must be approved by the loan committee and
subsequently approved by a committee of the Board of Directors. At December 31,
2001, our guideline, or "house lending limit" to one borrower was $2.0 million
for commercial and industrial lending and $3.0 million for commercial real
estate lending. On that date, there were no borrowers in excess of our lending
limits.
7
ASSET QUALITY
DELINQUENT LOANS. The following table sets forth information concerning
delinquent loans at December 31, 2001, in dollar amount and as a percentage of
our total loan portfolio. The amounts presented represent principal balances of
the related loans, rather than the actual payment amounts which are past due.
ONE- TO
FOUR-FAMILY MULTI-FAMILY AND
REAL COMMERCIAL REAL COMMERCIAL
ESTATE ESTATE CONSTRUCTION BUSINESS MOBILE HOME
-------------- ---------------- --------------- -------------- ---------------
Amount % Amount % Amount % Amount % Amount %
------ ---- ------ ---- ------ ---- ------ ---- ------ ----
(DOLLARS IN THOUSANDS)
Loans delinquent for:
30 - 59 days $ 469 0.26% $ 30 0.02% $ -- --% $116 0.06% $ 6 --%
60 - 89 days 102 0.06 -- -- -- -- -- -- 1 --
90 days and over 119 0.06 145 0.08 -- -- 30 0.02 -- --
----- ---- ----- ---- ----- ----- ---- ---- ----- -----
Total delinquent
loans $ 690 0.38% $ 175 0.10% $ -- --% $146 0.08% $ 7 --%
===== ==== ===== ==== ===== ===== ==== ==== ===== =====
HOME EQUITY AND
PROPERTY
IMPROVEMENT CONSUMER TOTAL
---------------- ---------------- --------------
Amount % Amount % Amount %
------ ---- ------ ---- ------ ----
Loans delinquent for:
30 - 59 days $ 79 0.04% $ 38 0.03% $738 0.41%
60 - 89 days 87 0.05 12 -- 202 0.11
90 days and over 19 0.01 48 0.03 361 0.20
---- ---- ----- ---- ------ ====
Total delinquent
loans $185 0.10% $ 98 0.06% $1,301 0.72%
==== ==== ===== ==== ====== ====
8
LOAN DELINQUENCIES AND COLLECTION PROCEDURES. Our collection procedures
provide that if a loan is past due five days after expiration of the applicable
grace period, a telephone call is made to the borrower stressing the need to
make the loan current and obtaining the reasons for delinquency. This process is
implemented by a special asset manager and a collector. If payment is not
promptly received, we will exercise our rights to debit the borrower's deposit
account (if a deposit relationship exists) or otherwise exercise our rights of
offset. If the loan becomes past due 60 days we will send the borrower a demand
letter and a notice of intent to foreclose or repossess the underlying
collateral. Loans that are written off at the conclusion of the process are
turned over to a collection agency for additional recovery efforts.
NON-PERFORMING LOANS. All loans are reviewed on a regular basis and are
placed on a non-accrual status when, in the opinion of management, there is
reasonable probability of loss of principal or the collection of additional
interest is deemed insufficient to warrant further accrual. Generally, we place
all loans 90 days or more past due on non-accrual status. In addition, we place
any loan on non-accrual if any part of it is classified as doubtful or loss or
if any part has been charged-off. When a loan is placed on non-accruing status,
total interest accrued and unpaid to date is reversed. Application of cash
payments received while a loan is on non-accrual is determined by the chief
financial officer and the senior loan officer. Subsequent payments are either
applied to the outstanding principal balance or recorded as interest income,
depending on the assessment of the ultimate collectibility of the loan.
Generally, consumer loans are charged-off before they become 120 days
delinquent.
As of December 31, 2001, our total nonaccrual loans amounted to
$361,000, or 0.20% of total loans, compared to $229,000, or 0.13% of total
loans, at December 31, 2000. The largest non-performing loan at December 31,
2001, consisted of a commercial mortgage on which $145,000 was outstanding.
TROUBLED DEBT RESTRUCTURINGS. A troubled debt restructuring occurs when
we, for economic or legal reasons related to a borrower's financial
difficulties, grant a concession to the borrower, either as a deferment or
reduction of interest or principal, that we would not otherwise consider. As of
December 31, 2001, we had $282,000 of troubled debt restructurings, compared to
$286,000 as of December 31, 2000. Because all of these troubled debt
restructurings were entered into prior to 2001 and were performing in accordance
with modified or restructured terms at December 31, 2001, they are not
considered to be impaired loans for disclosure purposes.
REAL ESTATE OWNED. Real estate owned consists of property acquired
through formal foreclosures or by deed in lieu of foreclosure and is recorded at
the lower of recorded investment or fair value. Write-downs from recorded
investment to fair value which are required at the time of foreclosure are
charged to the allowance for loan losses. After transfer, the property is
carried at the lower of recorded investment or fair value, less estimated
selling expenses. Adjustments to the carrying value of such properties that
result from subsequent declines in value are charged to operations in the period
in which the declines occur. As of December 31, 2001, we held 2 parcels of real
estate owned with an aggregate carrying value of $56,000.
9
The following table sets forth the amounts and categories of our
non-performing assets and troubled debt restructurings at the dates indicated.
DECEMBER 31,
-------------------------------------------------------------
2001 2000 1999 1998 1997
--------- --------- --------- --------- --------
(DOLLARS IN THOUSANDS)
Non-performing loans:
One-to-four-family real estate................. $ 119 $ 155 $ 393 $ 673 $ 403
Multi-family and commercial real estate........ 145 -- -- -- 3
Construction................................... -- -- -- -- --
Commercial business............................ 30 55 181 268 6
Home equity and property improvement........... 19 -- -- 17 38
Mobile home.................................... -- 10 13 20 58
Consumer....................................... 48 9 -- 38 56
-------- -------- -------- -------- -------
Total non-performing loans.................... 361 229 587 1,016 564
Real estate owned................................ 56 82 93 90 150
-------- -------- -------- -------- -------
Total non-performing assets................... $ 417 $ 311 $ 680 $ 1,106 $ 714
======== ======== ======== ======== =======
Troubled debt restructurings..................... $ 282 $ 286 $ 282 $ 121 $ 520
Total non-performing loans and troubled debt
restructurings as a percentage of total loans.. 0.36% 0.30% 0.54% 0.78% 0.91%
Total non-performing assets and troubled debt
restructurings as a percentage of total assets. 0.20% 0.18% 0.32% 0.43% 0.50%
We had no accruing loans greater than 90 days delinquent at December
31, 2001, 2000 and 1999. The additional interest income that would have been
recorded during the years ended December 31, 2001, December 31, 2000 and
December 31, 1999 if our non-performing loans at the end of such periods had
been current in accordance with their terms during such periods was $49,000,
$33,000 and $65,000, respectively.
CLASSIFIED ASSETS. Federal regulations require that each insured
savings association classify its assets on a regular basis. There are three
classifications for problem assets: "substandard," "doubtful" and "loss."
Substandard assets have one or more defined weaknesses and are characterized by
the distinct possibility that the insured institution will sustain some loss if
the deficiencies are not corrected. Doubtful assets have the weaknesses of
substandard assets with the additional characteristic that the weaknesses make
collection or liquidation in full on the basis of currently existing facts,
conditions and values questionable, and there is a high possibility of loss. An
asset classified loss is considered uncollectible and of such little value that
continuance as an asset of the institution is not warranted. Another category
designated "special mention" also must be established and maintained for assets
which do not currently expose an insured institution to a sufficient degree of
risk to warrant classification as substandard, doubtful or loss. Assets
classified as substandard or doubtful require the institution to establish
general allowances for loan losses. If an asset or portion thereof is classified
loss, a specific valuation allowance will be established to cover 100% of the
portion of the asset classified loss, or such amount will be charged-off.
General loss allowances related to assets classified substandard or doubtful may
be included in determining an institution's regulatory capital, while specific
valuation allowances do not qualify as regulatory capital. Federal examiners may
disagree with an insured institution's classifications and amounts reserved and
have the authority to require a savings association to classify additional
assets, or to change the classification of existing classified assets, and, if
appropriate, to establish reserves.
At December 31, 2001, we had $1.3 million of assets categorized as
special mention, $1.0 million of assets classified as substandard and $145,000
of assets classified as doubtful or loss. As of December 31, 2001, total
classified assets, including real estate owned and special mention assets,
amounted to 0.74% of total assets as compared to 1.21% of total assets at
December 31, 2000. This decrease is primarily the result of two commercial
relationships which paid off during 2001.
10
ALLOWANCE FOR LOAN LOSSES. It is management's policy to maintain an
allowance for estimated loan losses based upon (1) in the case of residential
loans, management's review of delinquent loans, loans in foreclosure and market
conditions; (2) in the case of commercial business loans and commercial real
estate loans, identification of a significant decline in value; and (3) in the
case of consumer loans, an assessment of risks inherent in the loan portfolio.
Although management uses available information to make such determinations,
future adjustments to allowances may be necessary based on economic and market
conditions and as a result of future examinations by regulatory authorities, and
net earnings could be significantly affected, if circumstances differ
substantially from the assumptions used in making the initial determinations.
At December 31, 2001, our allowance for loan losses amounted to
$1,534,000, compared to $1,468,000 at December 31, 2000.
The following table sets forth an analysis of our allowance for loan
losses during the periods indicated. See Notes 1 and 3 to the Notes to
Consolidated Financial Statements.
AT OR FOR
THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2001 2000 1999 1998 1997
--------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Total loans outstanding........................ $179,564 $172,188 $160,040 $146,183 $119,336
Average loans outstanding...................... $177,897 $166,072 $153,783 $132,324$ 99,939
Balance at beginning of period................. $ 1,468 $ 1,349 $ 1,176 $ 1,149 $ 1,088
Charge-offs:
One- to four-family real estate............. (41) (78) (93) (38) (9)
Multi-family and commercial real estate..... (150) -- -- -- --
Construction................................ -- -- -- -- --
Consumer.................................... (26) (98) (113) (141) (137)
Commercial business......................... (135) (12) (6) (114) (1)
Home equity and property improvement........ (60) -- -- -- --
-------- -------- -------- -------- --------
Total charge-offs:............................. (412) (188) (212) (293) (147)
Recoveries..................................... 103 47 185 80 88
------- -------- -------- -------- --------
Net charge-offs................................ (309) (141) (27) (213) (59)
Provision for loan losses...................... 375 260 200 240 120
------- -------- -------- -------- --------
Balance at end of period....................... $ 1,534 $ 1,468 $ 1,349 $ 1,176 $ 1,149
======= ======== ======== ======== ========
Allowance for loan losses as a percentage of
total loans outstanding..................... 0.85% 0.85% 0.84% 0.80% 0.96%
======= ======== ======== ======== ========
Net charge-offs as a percentage of average
loans outstanding........................... 0.17% 0.09% 0.02% 0.16% 0.06%
======= ======== ======== ======== ========
Allowance for loan losses to non-performing
loans....................................... 424.93% 641.05% 229.81% 115.75% 203.72%
======= ======== ======== ======== ========
Although we believe that we have established our allowance for loan
losses in accordance with generally accepted accounting principles, there can be
no assurance that regulators, in reviewing our loan portfolio, will not request
us to significantly increase the allowance for loan losses, thereby reducing our
retained earnings and income.
11
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES. The following table sets forth
the allocation of the allowance for loan losses by loan category at the dates
indicated. The allocation of the allowance by category is not necessarily
indicative of future losses and does not restrict the use of the allowance to
absorb losses in any category.
AT DECEMBER 31,
-------------------------------------------------------------------------------------------------
2001 2000 1999 1998
----------------------- ---------------------- ------------------------ ---------------------
% OF LOANS % OF LOANS % OF LOANS % OF LOANS
IN EACH IN EACH IN EACH IN EACH
CATEGORY TO CATEGORY TO CATEGORY TO CATEGORY TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS
------ -------------- ------ ----------- ------ ----------- ------ -----------
(DOLLARS IN THOUSANDS)
Balance at end of period applicable to:
One-to-four-family real
estate................... $ 227 40.73% $ 160 49.07% $ 314 56.60% $ 315 61.19%
Multi-family and commercial real
estate.................. 405 25.30 435 20.75 360 17.82 325 14.05
Construction............... 25 2.37 1 1.60 6 1.69 3 4.73
Commercial business........ 275 9.00 376 8.12 194 5.96 160 3.70
Consumer................... 185 3.01 148 3.35 119 3.73 91 4.73
Mobile home................ 24 6.22 4 4.89 10 2.81 7 2.79
Home equity and property
improvement............. 86 13.37 50 12.22 76 11.39 40 8.81
------ ------ ------ ------
Unallocated................ 307 294 270 235
------- ------ ------ ------
Total allowance for loan
losses................... $ 1,534 100.00% $1,468 100.00% $1,349 100.00% $1,176 100.00%
======= ====== ====== ====== ====== ====== ====== ======
-----------------------
1997
-----------------------
% OF LOANS
IN EACH
CATEGORY TO
AMOUNT TOTAL LOANS
------ -----------
Balance at end of period applicable to:
One-to-four-family real
estate................... $ 320 63.42%
Multi-family and commercial real
estate.................. 314 16.13
Construction............... 1 1.75
Commercial business........ 85 2.84
Consumer................... 94 4.04
Mobile home................ 29 4.12
Home equity and property
improvement............. 76 7.70
------
Unallocated................ 230
------
Total allowance for loan
losses................... $1,149 100.00%
====== ======
12
INVESTMENT ACTIVITIES
GENERAL. Our investment securities policy is contained within our
overall asset/liability policy. The policy, which is established by senior
management and approved by the Board of Directors, is based upon our asset and
liability management goals and is designed to provide a portfolio of high
quality, diversified investments while seeking to optimize net interest income
within acceptable limits of safety and liquidity. Investment activities consist
primarily of investments in fixed and adjustable rate mortgage-backed
securities, including collateralized mortgage obligations ("CMOs") and U.S.
Government and Agency securities.
We have invested in mortgage-backed securities totaling $86.9 million
at December 31, 2001 which are insured or guaranteed by Freddie Mac, Ginnie Mae,
or Fannie Mae, all of which are agencies of the federal government or government
sponsored corporations. Of this total, $26.7 million consisted of Freddie Mac
certificates, $44.1 million consisted of Fannie Mae certificates and $16.1
million consisted of Ginnie Mae certificates. We have also invested in
collateralized mortgage obligations ("CMOs") amounting to $38.7 million, of
which $27.6 million or 71.35% are backed by Freddie Mac, Ginnie Mae and Fannie
Mae, and $11.1 million or 28.65% are obligations of private issuers.
Mortgage-backed securities, including CMOs backed by U.S. Government agencies,
increase the liquidity and the quality of our assets by virtue of the guarantees
that back either the securities themselves or, in the case of the CMOs, the
underlying securities. In addition, at December 31, 2001, 2.05% of our
mortgage-backed securities portfolio, including CMO's, consisted of pools of
adjustable-rate mortgages. Mortgage-backed securities of this type serve to
reduce the interest rate risk associated with changes in interest rates.
The following table sets forth the activity in our mortgage-backed
securities portfolio (including CMO's) during the periods indicated. Our
mortgage-backed securities are classified as available for sale, and
consequently are carried on our financial statements at fair value.
AT OR FOR THE YEAR ENDED
DECEMBER 31,
-----------------------------------
2001 2000 1999
-----------------------------------
(DOLLARS IN THOUSANDS)
Mortgage-backed securities at beginning of period........................ $ 73,161 $ 70,265 $86,612
Purchases................................................................ 145,629 12,939 14,636
Sales.................................................................... (70,361) (3,614) (5,738)
Repayments............................................................... (23,128) (8,459) (22,396)
Unrealized gain (loss)................................................... 422 2,083 (2,812)
Net accretion/amortization............................................... (90) (53) (37)
--------- --------- --------
Mortgage-backed securities at end of period.............................. $125,633 $ 73,161 $70,265
======== ======== =======
Weighted average yield at end of period.................................. 6.22% 6.76% 6.57%
======== ======== =======
At December 31, 2001, $125.6 million was scheduled to mature after five
years. Due to prepayments of the underlying loans, the actual maturities of
mortgage-backed securities generally are substantially less than the scheduled
maturities.
At December 31, 2001, fixed rate mortgage-backed securities amounted to
$123.0 million and adjustable rate mortgage-backed securities amounted to $2.6
million. All mortgage-backed securities qualify for regulatory liquidity.
Federally chartered savings institutions have authority to invest in
various types of liquid assets, including United States Treasury obligations,
securities of various federal agencies and of state and municipal governments,
certificates of deposit at federally insured banks and savings and loan
associations, certain bankers' acceptances and federal funds. Subject to various
restrictions, federally chartered savings institutions may also invest a portion
of their assets in commercial paper, corporate debt securities and mutual funds,
the assets of which conform to the investments that federally chartered savings
institutions are otherwise authorized to make directly. In addition, we have
certain additional
13
investment authority under OTS regulations as a result of certain grandfathered
powers permitted under the terms of the approval of our conversion from state to
federal charter.
Our investment securities portfolio is managed in accordance with a
written investment policy adopted by the Board of Directors and administered by
the Executive Committee which consists of five Board members, including the
chief executive officer. An investment officer is authorized to purchase and
sell investments up to certain limits set forth in the investment policy. All
other investment transactions must receive prior approval of the Executive
Committee. At the time of purchase of an investment or mortgage-backed security,
management designates the security as either held to maturity or available for
sale based on our investment objectives, operational needs and intent. We
maintain no trading account securities. Investment activities are monitored to
ensure that they are consistent with the investment policy's established
guidelines and objectives.
As of December 31, 2001, our held to maturity investment securities
portfolio had an amortized cost of $1.8 million, consisting of securities issued
by municipal agencies. As of the same date, our securities available for sale
portfolio had a fair value of $135.6 million, of which $125.6 million was
mortgage-backed securities, $4.6 million was corporate debt securities, $2.8
million was securities issued by municipal agencies, and $2.6 million was mutual
funds and common stock.
The following table sets forth certain information relating to Savings
Bank of the Finger Lakes' investment securities portfolio at the dates
indicated.
DECEMBER 31, 2001 DECEMBER 31, 2000 DECEMBER 31, 1999
-------------------- -------------------- --------------------
AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE COST VALUE
--------- ------- ---------- ------ ---------- ------
(IN THOUSANDS)
SECURITIES AVAILABLE FOR SALE:
DEBT SECURITIES:
U.S. Government and agency bonds.... $ -- $ -- $ 45,448 $ 44,595 $ 45,401 $ 42,546
Mortgage-backed securities:
Collateralized mortgage obligations 38,837 38,732 49,611 49,232 51,996 50,142
Fannie Mae........................ 44,085 44,139 11,614 11,477 12,307 11,818
Freddie Mac....................... 26,736 26,714 3,906 3,895 4,585 4,495
Ginnie Mae........................ 16,043 16,049 8,519 8,557 3,949 3,810
--------- --------- ----------- -------- -------- --------
Total mortgage-backed securities.... 125,701 125,634 73,650 73,161 72,837 70,265
Corporate and other debt securities. 7,378 7,386 12,113 12,125 4,729 4,559
--------- --------- ----------- -------- -------- --------
Total debt securities............. 133,079 133,020 131,211 129,881 122,967 117,370
Equity securities................. 2,630 2,579 1,607 1,440 1,657 1,380
--------- --------- ----------- -------- -------- --------
Total securities available for
sale............................ $ 135,709 $ 135,599 $ 132,818 $131,321 $124,624 $118,750
========= ========= =========== ======== ======== ========
SECURITIES HELD TO MATURITY:
DEBT SECURITIES:
Municipal bonds..................... $ 1,831 $ 1,855 $ 1,563 $ 1,563 $ 1,593 $ 1,567
--------- --------- ----------- -------- -------- --------
Total securities held to maturity... $ 1,831 1,855 1,563 $ 1,563 $ 1,593 $ 1,567
--------- --------- ----------- -------- -------- --------
Total securities.................... $ 137,540 $ 137,454 $ 134,381 $132,884 $126,217 $120,317
========= ========= =========== ======== ======== ========
14
At December 31, 2001, the contractual maturities of debt securities is
as follows:
AVAILABLE FOR SALE HELD TO MATURITY
--------------------- -----------------------
AMORTIZED AMORTIZED
COST YIELD COST YIELD
----------- -------- ------------ -------
(DOLLARS IN THOUSANDS)
One year or less................. $ -- --% $ 35 5.50%
After one year through five
years.......................... 1,000 7.02 157 5.50
After five years through ten
years.......................... 5,899 6.19 1,219 4.84
After ten years.................. 128,810 6.19 420 5.50
-------- ---- -------- ----
Total............................ $135,709 6.20% $ 1,831 5.06%
======== ==== ======== ====
SOURCES OF FUNDS
GENERAL. Deposits are the primary source of our funds for lending
and other investment purposes. In addition to deposits, we derive funds
from loan principal repayments. Loan repayments are a relatively stable
source of funds, while deposit inflows and outflows are significantly
influenced by general interest rates and money market conditions.
Borrowings are used on a short-term basis to compensate for reductions in
the availability of funds from other sources and are also used on a longer
term basis for general business purposes.
DEPOSITS. Our deposits are attracted principally from within our
primary market area through the offering of a broad selection of deposit
instruments, including NOW accounts, money market accounts, regular
savings accounts, and term certificate accounts. Deposit account terms
vary, with the principal differences being the minimum balance required,
the time periods the funds must remain on deposit and the interest rate.
Interest rates paid, maturity terms, service fees and withdrawal
penalties are established by us on a periodic basis. Determination of
rates and terms are predicated on funds acquisition and liquidity
requirements, rates paid by competitors, growth goals and federal
regulations.
We do not advertise for deposits outside our primary market area
or utilize the services of deposit brokers.
The following table sets forth the dollar amount of deposits in
the various types of deposit programs offered by us at the dates
indicated.
DECEMBER 31, 2001 DECEMBER 31, 2000 DECEMBER 31, 1999
---------------------- --------------------- --------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
---------- --------- --------- ------ ---------- -------
(DOLLARS IN THOUSANDS)
Certificates of deposit.......... $ 143,347 61.86% $ 154,314 67.55% $ 132,544 63.68%
---------- -------- --------- ------ ---------- -------
TRANSACTION ACCOUNTS:
Savings accounts................. 40,791 17.60 38,804 16.98 46,093 22.15
Money market accounts ........... 18,641 8.04 8,142 3.56 5,020 2.41
Demand deposits and NOW accounts. 28,941 12.50 27,202 11.91 24,475 11.76
---------- -------- --------- ------ ---------- -------
Total transaction accounts..... 88,373 38.14 74,148 32.45 75,588 36.32
---------- -------- --------- ------ ---------- -------
Total deposits................. $ 231,720 100.00% $ 228,462 100.00% $ 208,132 100.00%
========== ======== ========= ====== ========== =======
15
The following table sets forth the deposit activities of Savings Bank
of the Finger Lakes during the periods indicated.
YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)
Deposits ................................................ $ 689,997 $ 587,652 $ 619,483
Withdrawals ............................................. (696,703) (577,195) (622,445)
--------- --------- ---------
Net increase (decrease) before interest credited ........ (6,706) 10,457 (2,962)
Interest credited ....................................... 9,964 9,873 8,660
--------- --------- ---------
Net increase in deposits ................................ $ 3,258 $ 20,330 $ 5,698
========= ========= =========
The following table sets forth the maturities of our certificates of
deposit having principal amounts of $100,000 or more as of December 31, 2001.
MATURITY PERIOD AMOUNT PERCENT
-------- -------
(IN THOUSANDS)
Three months or less............................... $ 5,120 17.20%
Over three through six months...................... 6,646 22.32
Over six through twelve months..................... 9,306 31.25
Over twelve months................................. 8,704 29.23
-------- ------
Total certificates of deposit with
balances of $100,000 or more.................. $ 29,776 100.00%
======== ======
The following table shows the interest rate and maturity information
for our certificates of deposit as of December 31, 2001.
MATURITY DATE
INTEREST RATE 1 YEAR OR LESS OVER 1 TO 2 YEARS OVER 2 TO 3 YEARS OVER 3 YEARS TOTAL
-------------- -------------- ----------------- ----------------- ------------ ---------
(IN THOUSANDS)
Less than 4.00% $ 48,109 $ 8,353 $ 678 $ 138 $ 57,278
4.04% - 6.00% 40,618 9,486 6,501 3,682 60,287
6.01% - 8.00% 11,738 1,514 455 12,075 25,782
-------- -------- ------- -------- --------
Total $100,465 $ 19,353 $ 7,634 $ 15,895 $143,347
======== ======== ======= ======== ========
BORROWINGS. We may obtain advances from the FHLB of New York secured by
our investment in FHLB of New York stock, our portfolio of investment securities
and certain of our residential mortgage loans, provided certain standards
related to creditworthiness have been met. Such advances are made pursuant to
several credit programs, each of which has its own interest rate and range of
maturities.
The following table sets forth the maximum month-end balance, average
balance, and weighted average interest rate of our FHLB advances during the
years indicated:
FOR YEAR ENDED DECEMBER 31,
-------------------------------
2001 2000 1999
---- ---- ----
(DOLLARS IN THOUSANDS)
Maximum balance......................... $81,939 $ 69,811 $ 69,960
Average balance......................... 70,157 63,294 61,923
Weighted average interest rate.......... 5.73% 6.12% 5.43%
16
The following table sets forth certain information as to our FHLB
advances at the dates indicated:
AT DECEMBER 31,
------------------------------------
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
FHLB advances outstanding............................................ $70,627 $ 60,243 $ 69,960
Weighted average interest rate on outstanding advances............... 5.43% 6.20% 5.64%
Advances of $42 million are callable at the discretion of the FHLB in
or after 2002. Such advances have a weighted average interest rate of 5.88% and
mature from 2004 to 2010, if not called earlier. If called, we expect to replace
the advances with alternate funding at approximately market interest rates.
SUBSIDIARIES. SBFL Agency, Inc. is a wholly owned subsidiary of the
Bank. SBFL Agency, Inc. was established in November 1995 to sell a line of fixed
rate annuity products. At December 31, 2001, SBFL Agency, Inc. offered mutual
funds, financial planning services and insurance annuity products.
SBFL Realty, Inc. is a majority-owned subsidiary of the Bank. The Bank
is the sole common voting shareholder, and a holder of 1,600 shares of Preferred
Non-Voting Shares. SBFL Realty, Inc. was established in August 2001 to operate
as a real estate investment trust, as defined under the Internal Revenue Code of
1986, as amended. SBFL Realty, Inc. primarily owns and holds for investment a
portfolio of residential real estate mortgages on single to four unit
properties.
EMPLOYEES. We have 86 full-time employees and 17 part-time employees at
December 31, 2001. None of these employees is represented by a collective
bargaining agreement, and we believe that we enjoy good relations with our
personnel.
REGULATION
Savings Bank of the Finger Lakes is examined and supervised extensively
by the Office of Thrift Supervision and the Federal Deposit Insurance
Corporation. Savings Bank of the Finger Lakes is a member of and owns stock in
the Federal Home Loan Bank of New York, which is one of the twelve regional
banks in the Federal Home Loan Bank System. This regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the insurance fund and
depositors. Savings Bank of the Finger Lakes also is regulated by the Board of
Governors of the Federal Reserve System, governing reserves to be maintained
against deposits and other matters. The Office of Thrift Supervision examines
Savings Bank of the Finger Lakes and prepares reports for the consideration of
Savings Bank of the Finger Lakes' Board of Directors on any deficiencies that
they may find in Savings Bank of the Finger Lakes' operations. The Federal
Deposit Insurance Corporation also examines Savings Bank of the Finger Lakes in
its role as the administrator of the Savings Association Insurance Fund. Savings
Bank of the Finger Lakes' relationship with its depositors and borrowers also is
regulated to a great extent by both federal and state laws, especially in
matters concerning the ownership of savings accounts and the form and content of
Savings Bank of the Finger Lakes' mortgage documents. Any change in this
regulation, whether by the Federal Deposit Insurance Corporation, Office of
Thrift Supervision, or Congress, could have a material adverse impact on Finger
Lakes Bancorp and Savings Bank of the Finger Lakes and their operations.
FEDERAL REGULATION OF SAVINGS INSTITUTIONS
BUSINESS ACTIVITIES. The activities of federal savings associations are
subject to extensive regulation including restrictions or requirements with
respect to loans to one borrower, the percentage of non-mortgage loans or
investments to total assets, capital distributions, permissible investments and
lending activities, liquidity, transactions with affiliates and community
reinvestment. The description of statutory provisions and regulations applicable
to savings associations set forth herein does not purport to be a complete
description of these statutes and regulations and their effect on Savings Bank
of the Finger Lakes.
17
LOANS TO ONE BORROWER. Federal savings associations generally may not
make a loan or extend credit to a single or related group of borrowers in excess
of 15% of unimpaired capital and surplus on an unsecured basis. An additional
amount may be lent, equal to 10% of unimpaired capital and surplus, if the loan
is secured by readily-marketable collateral, which is defined to include certain
securities and bullion, but generally does not include real estate. As of
December 31, 2001, Savings Bank of the Finger Lakes was in compliance with its
loans-to-one-borrower limitations.
QUALIFIED THRIFT LENDER TEST. As a federal savings association, Savings
Bank of the Finger Lakes is required to satisfy a qualified thrift lender test
whereby it must maintain at least 65% of its "portfolio assets" in "qualified
thrift investments" consisting primarily of residential mortgages and related
investments, including mortgage-backed and related securities. "Portfolio
assets" generally means total assets less specified liquid assets up to 20% of
total assets, goodwill and other intangible assets, and the value of property
used to conduct business. A savings association that fails the qualified thrift
lender test must either convert to a bank charter or operate under specified
restrictions. As of December 31, 2001, Savings Bank of the Finger Lakes
maintained 83.44% of its portfolio assets in qualified thrift investments and,
therefore, met the qualified thrift lender test.
CAPITAL DISTRIBUTIONS. OTS regulations govern capital distributions by
savings institutions, which include cash dividends, stock repurchases and other
transactions charged to the capital account of a savings institution to make
capital distributions. Under new regulations effective April 1, 1999, a savings
institution must file an application for OTS approval of the capital
distribution if either (1) the total capital distributions for the applicable
calendar year exceed the sum of the institution's net income for that year to
date plus the institution's retained net income for the preceding two years, (2)
the institution would not be at least adequately capitalized following the
distribution, (3) the distribution would violate any applicable statute,
regulation, agreement or OTS-imposed condition, or (4) the institution is not
eligible for expedited treatment of its filings. If an application is not
required to be filed, savings institutions which are a subsidiary of a holding
company, as well as certain other institutions, must still file a notice with
the OTS at least 30 days before the board of directors declares a dividend or
approves a capital distribution.
Any additional capital distributions would require prior regulatory
approval. In the event Savings Bank of the Finger Lakes' capital fell below its
fully-phased in requirement or the Office of Thrift Supervision notified it that
it was in need of more than normal supervision, Savings Bank of the Finger
Lakes' ability to make capital distributions could be restricted. In addition,
the Office of Thrift Supervision could prohibit a proposed capital distribution
by any institution, which would otherwise be permitted by the regulation, if the
Office of Thrift Supervision determines that the distribution would constitute
an unsafe or unsound practice.
LIQUIDITY. Savings Bank of the Finger Lakes is required to maintain an
average daily balance of specified liquid assets equal to a quarterly average of
not less than a specified percentage of its net withdrawable deposit accounts
plus borrowings payable in one year or less. The current requirement is 4%.
Savings Bank of the Finger Lakes' average liquidity ratio for the quarter ended
December 31, 2001 was 49.72%, which exceeded the applicable requirements.
COMMUNITY REINVESTMENT ACT AND FAIR LENDING LAWS. Savings associations
have a responsibility under the Community Reinvestment Act and related
regulations of the Office of Thrift Supervision to help meet the credit needs of
their communities, including low- and moderate-income neighborhoods. In
addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit
lenders from discriminating in their lending practices on the basis of
characteristics specified in those statutes. An institution's failure to comply
with the provisions of the Community Reinvestment Act could, at a minimum,
result in regulatory restrictions on its activities, and failure to comply with
the Equal Credit Opportunity Act and the Fair Housing Act could result in
enforcement actions by the Office of Thrift Supervision, as well as other
federal regulatory agencies and the Department of Justice. Savings Bank of the
Finger Lakes received a satisfactory Community Reinvestment Act rating under the
current Community Reinvestment Act regulations in its most recent federal
examination by the Office of Thrift Supervision.
18
TRANSACTIONS WITH RELATED PARTIES. Savings Bank of the Finger Lakes'
authority to engage in transactions with related parties or "affiliates" or to
make loans to specified insiders, is limited by Sections 23A and 23B of the
Federal Reserve Act. The term "affiliates" for these purposes generally means
any company that controls or is under common control with an institution,
including Finger Lakes Bancorp and its non-savings institution subsidiaries.
Section 23A limits the aggregate amount of certain "covered" transactions with
any individual affiliate to 10% of the capital and surplus of the savings
institution and also limits the aggregate amount of covered transactions with
all affiliates to 20% of the savings institution's capital and surplus. Covered
transactions with affiliates are required to be secured by collateral in an
amount and of a type described in Section 23A and the purchase of low quality
assets from affiliates is generally prohibited. Section 23B provides that
covered transactions with affiliates, including loans and asset purchases, must
be on terms and under circumstances, including credit standards, that are
substantially the same or at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated
companies. In addition, savings institutions are prohibited from lending to any
affiliate that is engaged in activities that are not permissible for bank
holding companies and no savings institution may purchase the securities of any
affiliate other than a subsidiary.
Savings Bank of the Finger Lakes' authority to extend credit to
executive officers, directors and 10% stockholders, as well as entities
controlled by these persons, is currently governed by Sections 22(g) and 22(h)
of the Federal Reserve Act, and also by Regulation O. Among other things, these
regulations generally require these loans to be made on terms substantially the
same as those offered to unaffiliated individuals and do not involve more than
the normal risk of repayment. However, recent regulations now permit executive
officers and directors to receive the same terms through benefit or compensation
plans, that are widely available to other employees, as long as the director or
executive officer is not given preferential treatment compared to other
participating employees. Regulation O also places individual and aggregate
limits on the amount of loans Savings Bank of the Finger Lakes may make to these
persons based, in part, on Savings Bank of the Finger Lakes' capital position,
and requires approval procedures to be followed. At December 31, 2001, Savings
Bank of the Finger Lakes was in compliance with these regulations.
ENFORCEMENT. The Office of Thrift Supervision has primary enforcement
responsibility over savings institutions and has the authority to bring
enforcement action against all "institution-related parties," including
stockholders, and attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on an
insured institution. Formal enforcement action may range from the issuance of a
capital directive or cease and desist order to removal of officers and/or
directors of the institutions, receivership, conservatorship or the termination
of deposit insurance. Civil penalties cover a wide range of violations and
actions, and range up to $25,000 per day, unless a finding of reckless disregard
is made, in which case penalties may be as high as $1 million per day. The
Federal Deposit Insurance Corporation also has the authority to recommend to the
Director of the Office of Thrift Supervision that enforcement action be taken
with respect to a particular savings institution. If action is not taken by the
Director, the Federal Deposit Insurance Corporation has authority to take such
action under specified circumstances.
STANDARDS FOR SAFETY AND SOUNDNESS. Federal law requires each federal
banking agency to prescribe for all insured depository institutions standards
relating to, among other things, internal controls, information systems and
audit systems, loan documentation, credit underwriting, interest rate risk
exposure, asset growth, compensation, and such other operational and managerial
standards as the agency deems appropriate. The federal banking agencies adopted
Interagency Guidelines Prescribing Standards for Safety and Soundness to
implement the safety and soundness standards required under the Federal law. The
guidelines set forth the safety and soundness standards that the federal banking
agencies use to identify and address problems at insured depository institutions
before capital becomes impaired. The guidelines address internal controls and
information systems; internal audit systems; credit underwriting; loan
documentation; interest rate risk exposure; asset growth; and compensation, fees
and benefits. If the appropriate federal banking agency determines that an
institution fails to meet any standard prescribed by the guidelines, the agency
may require the institution to submit to the agency an acceptable plan to
achieve compliance with the standard. If an institution fails to meet these
standards, the appropriate federal banking agency may require the institution to
submit a compliance plan.
19
CAPITAL REQUIREMENTS. Office of Thrift Supervision capital regulations
require savings institutions to meet three capital standards: a 1.5% tangible
capital standard, a 4.0% leverage or core capital ratio and an 8.0% risk-based
capital standard. Core capital is defined as common stockholders' equity,
including retained earnings, certain non-cumulative perpetual preferred stock
and related surplus, minority interests in equity accounts of consolidated
subsidiaries less intangibles other than certain qualifying supervisory goodwill
and certain mortgage servicing rights. Tangible capital is defined as core
capital less all intangible assets, including supervisory goodwill, plus a
specified amount of mortgage servicing rights. Office of Thrift Supervision
regulations also require that, in meeting the tangible, leverage and risk-based
capital standards, institutions must deduct investments in and loans to
subsidiaries engaged in activities not permissible for a national bank, and
unrealized gains or losses on certain available for sale securities.
The risk-based capital standard for savings institutions requires the
maintenance of Tier 2 core and total capital, which is defined as core capital
and supplementary capital, to risk weighted assets of 4.0% and 8.0%,
respectively. In determining the amount of risk-weighted assets, all assets,
including certain off-balance sheet assets, are multiplied by a risk-weight of
0% to 100%, as assigned by the Office of Thrift Supervision capital regulation
based on the risks the Office of Thrift Supervision believes are inherent in the
type of asset. The components of Tier 1 core capital are equivalent to those
discussed earlier under the 4.0% leverage ratio standard. The components of
supplementary capital currently include cumulative preferred stock, long-term
perpetual preferred stock, mandatory convertible securities, subordinated debt
and intermediate preferred stock and allowance for loan and lease losses.
Allowance for loan and lease losses includable in supplementary capital is
limited to a maximum of 1.25% of risk-weighted assets. Overall, the amount of
supplementary capital included as part of total capital cannot exceed 100% of
core capital.
Office of Thrift Supervision regulatory capital rules also incorporate
an interest rate risk component. Savings associations with "above normal"
interest rate risk exposure are subject to a deduction from total capital for
purposes of calculating their risk-based capital requirements. A savings
association's interest rate risk is measured by the decline in the net portfolio
value of its assets, i.e., the difference between incoming and outgoing
discounted cash flows from assets, liabilities and off-balance sheet contracts,
that would result from a hypothetical 200-basis point increase or decrease in
market interest rates, divided by the estimated economic value of the
association's assets. In calculating its total capital under the risk-based
rule, a savings association with a measured interest rate risk exposure
exceeding 2%, must deduct an interest rate component equal to one-half of the
excess change. The Office of Thrift Supervision has deferred, for the present
time, the date on which the interest rate component is to be deducted from total
capital. The rule also provides that the Director of the Office of Thrift
Supervision may waive or defer an institution's interest rate risk component on
a case-by-case basis.
At December 31, 2001, Savings Bank of the Finger Lakes exceeded each of
the three Office of Thrift Supervision capital requirements. See "Note 14 of the
Notes to the Consolidated Financial Statements" for a table which sets forth in
terms of dollars and percentages the Office of Thrift Supervision tangible,
leverage and risk-based capital requirements, compared to Savings Bank of the
Finger Lakes' actual amounts and percentages at December 31, 2001.
PROMPT CORRECTIVE REGULATORY ACTION
Under the Office of Thrift Supervision Prompt Corrective Action
regulations, the Office of Thrift Supervision is required to take supervisory
actions against undercapitalized institutions, the severity of which depends
upon the institution's level of capital. Generally, a savings institution that
has total risk-based capital of less than 8.0% or a leverage ratio or a Tier 1
core capital ratio that is less than 4.0% is considered to be undercapitalized.
A savings institution that has the total risk-based capital less than 6.0%, a
Tier 1 core risk-based capital ratio of less than 3.0% or a leverage ratio that
is less than 3.0% is considered to be "significantly undercapitalized" and a
savings institution that has a tangible capital to assets ratio equal to or less
than 2.0% is deemed to be "critically undercapitalized." Generally, the banking
regulator is required to appoint a receiver or conservator for an institution
that is "critically undercapitalized."
20
The regulation also provides that a capital restoration plan must be filed with
the Office of Thrift Supervision within 45 days of the date an institution
receives notice that it is "undercapitalized," "significantly undercapitalized"
or "critically undercapitalized." In addition, numerous mandatory supervisory
actions become immediately applicable to the institution, including, but not
limited to, restrictions on growth, investment activities, capital
distributions, and affiliate transactions. The Office of Thrift Supervision
could also take any one of a number of discretionary supervisory actions against
undercapitalized institutions, including the issuance of a capital directive and
the replacement of senior executive officers and directors.
INSURANCE OF DEPOSIT ACCOUNTS
The Federal Deposit Insurance Corporation has adopted a risk-based
deposit insurance assessment system. The Federal Deposit Insurance Corporation
assigns an institution to one of three capital categories based on the
institution's financial information, as of the reporting period ending seven
months before the assessment period, and one of three supervisory subcategories
within each capital group. The three capital categories are well capitalized,
adequately capitalized and undercapitalized. The supervisory subgroup to which
an institution is assigned is based on a supervisory evaluation provided to the
Federal Deposit Insurance Corporation by the institution's primary federal
regulator and information which the Federal Deposit Insurance Corporation
determines to be relevant to the institution's financial condition and the risk
posed to the deposit insurance funds. An institution's assessment rate depends
on the capital category and supervisory category to which it is assigned. The
Federal Deposit Insurance Corporation is authorized to raise the assessment
rates. The Federal Deposit Insurance Corporation has exercised this authority
several times in the past and may raise insurance premiums in the future. If
this type of action is taken by the Federal Deposit Insurance Corporation, it
could have an adverse effect on the earnings of Savings Bank of the Finger
Lakes.
FEDERAL HOME LOAN BANK SYSTEM
Savings Bank of the Finger Lakes, as a federal association, is required
to be a member of the Federal Home Loan Bank System, which consists of 12
regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a
central credit facility primarily for member institutions. Savings Bank of the
Finger Lakes, as a member of the Federal Home Loan Bank of New York, is required
to acquire and hold shares of capital stock in that Federal Home Loan Bank in an
amount at least equal to 1% of the aggregate principal amount of its unpaid
residential mortgage loans and similar obligations at the beginning of each
year, or 1/20 of its borrowings from the Federal Home Loan Bank, whichever is
greater. As of December 31, 2001, Savings Bank of the Finger Lakes was in
compliance with this requirement. The Federal Home Loan Banks are required to
provide funds for the resolution of insolvent thrifts and to contribute funds
for affordable housing programs. These requirements could reduce the amount of
dividends that the Federal Home Loan Banks pay to their members and could also
result in the Federal Home Loan Banks imposing a higher rate of interest on
advances to their members.
FEDERAL RESERVE SYSTEM
The Federal Reserve Board regulations require savings institutions to
maintain noninterest-earning reserves against their transaction accounts, such
as negotiable order of withdrawal and regular checking accounts. At December 31,
2001, Savings Bank of the Finger Lakes was in compliance with these reserve
requirements. The balances maintained to meet the reserve requirements imposed
by the Federal Reserve Board may be used to satisfy liquidity requirements
imposed by the Office of Thrift Supervision.
HOLDING COMPANY REGULATION
Finger Lakes Bancorp is a non-diversified unitary savings and loan
holding company, as those terms are defined under federal law, subject to
regulation and supervision by the Office of Thrift Supervision. In addition, the
Office of Thrift Supervision has enforcement authority over Finger Lakes Bancorp
and its non-savings institution subsidiaries. Among other things, this authority
permits the Office of Thrift Supervision to restrict or prohibit activities that
are
21
determined to be a risk to the subsidiary savings institution. Savings Bank
of the Finger Lakes must notify the Office of Thrift Supervision 30 days before
declaring any dividend to Finger Lakes Bancorp.
As a unitary savings and loan holding company, Finger Lakes Bancorp
generally is not restricted under existing laws as to the types of business
activities in which it may engage, provided that Savings Bank of the Finger
Lakes continues to be a qualified thrift lender. See "--Federal Regulation of
Savings Institutions--Qualified Thrift Lender Test" for a discussion of the
qualified thrift lender requirements. Upon any non-supervisory acquisition by
Finger Lakes Bancorp of another savings association, Finger Lakes Bancorp would
become a multiple savings and loan holding company if the acquired institution
is held as a separate subsidiary and would be subject to extensive limitations
on the types of business activities in which it could engage. Federal law limits
the activities of a multiple savings and loan holding company and its
non-insured institution subsidiaries primarily to activities permissible for
bank holding companies under the Bank Holding Company Act of 1956.
Federal law prohibits a savings and loan holding company, directly or
indirectly, or through one or more subsidiaries, from acquiring another savings
institution or holding company thereof, without prior written approval of the
Office of Thrift Supervision. In evaluating applications by holding companies to
acquire savings institutions, the Office of Thrift Supervision must consider the
financial and managerial resources, future prospects of Savings Bank of the
Finger Lakes and institution involved, the effect of the acquisition on the risk
to the insurance fund, the convenience and needs of the community and
competitive factors.
FEDERAL TAXATION
For federal income tax purposes, Finger Lakes Bancorp and its
subsidiary file a consolidated federal income tax return on a calendar year
basis using the accrual method of accounting.
As a result of the enactment of the Small Business Job Protection Act
of 1996, all savings banks and savings associations may convert to a commercial
bank charter, diversify their lending, or be merged into a commercial bank
without having to recapture any of their pre-1988 tax bad debt reserve
accumulations. Any post-1987 reserves must be recaptured, regardless of whether
or not a particular thrift intends to convert its charter, be acquired, or
diversify its activities. The recapture tax on post-1987 reserves is assessed in
equal installments over the six taxable years beginning in 1996. However, if a
thrift met the residential loan requirement included in the federal legislation,
then the thrift could suspend its tax bad debt recapture for the 1996 and 1997
tax years. At December 31, 2001, Finger Lakes Bancorp had a balance of
approximately $3.0 million of pre-1998 bad debt reserves. A deferred tax
liability has not been provided on this amount as management does not intend to
make distributions, redeem stock or fail certain bank tests that would result in
recapture of the reserve.
Deferred income taxes arise from the recognition of items of income and
expense for tax purposes in years different from those in which they are
recognized in the consolidated financial statements. Finger Lakes Bancorp
accounts for deferred income taxes by the asset and liability method, applying
the enacted statutory rates in effect at the balance sheet date to differences
between the book basis and the tax basis of assets and liabilities. The
resulting deferred tax liabilities and assets are adjusted to reflect changes in
the tax laws.
Finger Lakes Bancorp is subject to the corporate alternative minimum
tax to the extent it exceeds Finger Lakes Bancorp's regular income tax for the
year. The alternative minimum tax will be imposed at the rate of 20% of a
specially computed tax base. Included in this base are a number of preference
items, including interest on certain tax-exempt bonds issued after August 7,
1986, and an "adjusted current earnings" computation which is similar to a tax
earnings and profits computation. In addition, for purposes of the alternative
minimum tax, the amount of alternative minimum taxable income that may be offset
by net operating losses is limited to 90% of alternative minimum taxable income.
22
STATE TAXATION
NEW YORK STATE TAXATION. Finger Lakes Bancorp and Savings Bank of the
Finger Lakes report income on a combined calendar year basis to New York state.
New York State Franchise Tax on corporations is imposed in an amount equal to
the greater of (a) 9% of "entire net income" allocable to New York State (b) 3%
of "alternative entire net income" allocable to New York State (c) 0.01% of the
average value of assets allocable to New York State or (d) nominal minimum tax.
Entire net income is based on federal taxable income, subject to certain
modifications. Alternative entire net income is equal to entire net income
without certain modifications.
EXECUTIVE OFFICERS OF THE COMPANY
Listed below is information, as of December 31, 2001, concerning Finger
Lakes Bancorp's executive officers. There are no arrangements or understandings
between Finger Lakes Bancorp and any of persons named below with respect to
which he or she was or is to be selected as an officer.
Name Age Position and Term
---- --- ------------------------------------------------------------
G. Thomas Bowers 58 Chairman of the Board, President and Chief Executive Officer.
Terry L. Hammond 53 Executive Vice President and Chief Financial Officer.
Richard J. Harrison 56 Executive Vice President and Chief Credit Officer
Thomas A. Mayfield 56 Senior Vice President and Senior Loan Officer.
Leslie J. Zornow 38 Senior Vice President, retail banking.
23
ITEM 2. PROPERTIES
PROPERTIES
At December 31, 2001, we conducted our business from our main office at
470 Exchange Street, Geneva, New York.
The following table sets forth certain information with respect to the
office and other properties of the Savings Bank of the Finger Lakes at December
31, 2001.
NET BOOK VALUE/LEASE
DESCRIPTION/ADDRESS LEASED/OWNED EXPIRATION DATE
---------------
(DOLLARS IN THOUSANDS)
MAIN OFFICE Owned $598
470 Exchange Street
Geneva, New York
BRANCH OFFICES Leased May 2014
Pyramid Mall
Routes 5 and 20
Geneva, New York
Seaway Plaza Leased March 2011
Routes 5 and 20
Waterloo, New York
Commons Leased March 2006
301 E. State Street
Ithaca, New York
South Meadow Owned on Leased Land $700
702 South Meadow Street May 2017
Ithaca, New York
Canandaigua Owned on Leased Land $672
659 South Main Street September 2018
Canandaigua, New York
Auburn Leased December 2005
108 Genesee Street
Auburn, New York
Operations Center Leased November 2005
3605 Route 14A
Geneva, New York
ITEM 3. LEGAL PROCEEDINGS
Although Finger Lakes Bancorp is involved, from time to time, in
various legal proceedings in the normal course of business, there are no
material legal proceedings to which Finger Lakes Bancorp presently is a party or
to which any of its property is subject.
24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
For information concerning the market for the Finger Lakes Bancorp,
Inc.'s common stock, the section captioned "Stockholder Information" in the
Finger Lakes Bancorp, Inc.'s Annual Report to Stockholders for the Year Ended
December 31, 2001 (the "Annual Report to Stockholders") is incorporated herein
by reference.
ITEM 6. SELECTED FINANCIAL DATA
The "Selected Consolidated Financial and Other Data" section of the
Finger Lakes Bancorp, Inc.'s Annual Report to Stockholders is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section of the Finger Lakes Bancorp, Inc.'s Annual Report
to Stockholders is incorporated herein by reference.
ITEM 7A. QUALITATIVE AND QUANTITATIVE ANALYSIS OF MARKET RISK
For information regarding market risk see the "Management's Discussion
and Analysis of Financial Conditions and Results of Operation" section of the
Finger Lakes Bancorp, Inc.'s Annual Report to Stockholders which is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS
The financial statements identified in Item 14(a)(1) hereof are
incorporated by reference hereunder.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure during 2001.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
Information concerning Directors of the Finger Lakes Bancorp, Inc. is
incorporated herein by reference from the Finger Lakes Bancorp, Inc.'s
definitive Proxy Statement (the "Proxy Statement"), specifically the section
captioned "Proposal I--Election of Directors." In addition, see Item 1.
"Executive Officers of the Registrant" for information concerning the Finger
Lakes Bancorp, Inc.'s executive officers.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated herein by
reference from the Registrant's Proxy Statement, specifically the sections
captioned "Proposal I--Election of Directors--Executive Compensation,"
"--Directors' Compensation," and "--Benefits."
26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain owners and
management is incorporated herein by reference from the Finger Lakes Bancorp,
Inc.'s Proxy Statement.
ITEM 13. CERTAIN TRANSACTIONS
Information concerning relationships and transactions is incorporated
herein by reference from the Finger Lakes Bancorp, Inc.'s Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The exhibits and financial statement schedules filed as a part
of this Form 10-K are as follows:
(1) Financial Statements
--------------------
The Consolidated Financial Statements of Finger Lakes
Bancorp, Inc. and the Independent Auditors' Report on
such financial statements are filed under Part II,
Item 8.
Independent Auditors' Report
Consolidated Statements of Financial Condition as of
December 31, 2001 and December 31, 2000. Consolidated
Statements of Income for the Years Ended December 31,
2001, 2000 and 1999. Consolidated Statements of
Changes in Stockholders' Equity for the Years Ended
December 31, 2001, 2000 and 1999.
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2001, 2000 and 1999. Notes to
Consolidated Financial Statements.
(2) Financial Statement Schedules
-----------------------------
None
(3) Exhibits
--------
Number Description
- ------ -------------------------------------------------------------
3.1 Federal Stock Charter of Finger Lakes Bancorp, Inc.(1)
3.2 Bylaws of Finger Lakes Bancorp, Inc.(1)
4 Stock Certificate of Finger Lakes Bancorp, Inc.(1)
10.1 1996 Stock Option Plan of the Company and Amendment No. 1 Thereto(1)
10.2 1996 Management Recognition Plan(1)
10.3 Finger Lakes Bancorp, Inc. 2001 Stock Option Plan(2)
27
10.4 Finger Lakes Bancorp, Inc. 2001 Recognition and Retention Plan(2)
10.5 Executive Supplemental Retirement Income Agreement
10.6 Executive Supplemental Retirement Income Agreement - Amendment Number One
10.7 Supplemental Executive Agreement
13 Annual Report to Shareholders
21 Subsidiaries of the Registrant - Reference is made to Item 1. "Business" for the required information
23 Consent of KPMG, LLP
(b) Reports filed on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
December 31, 2001
1 Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-33418)
2 Incorporated by reference from the Company's Proxy Statement dated
April 12, 2001 relating to the Company's annual meeting of stockholders
held on May 15, 2001.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FINGER LAKES BANCORP, INC.
Date: March 26, 2002 By: /s/G. Thomas Bowers
-------------- ---------------------------------------------------------
G. Thomas Bowers
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/G. Thomas Bowers By: /s/Michael J. Hanna
------------------------------------------------- ------------------------------------------------------
G. Thomas Bowers, Chairman, President, Michael J. Hanna, Director
Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 26, 2002 Date: March 26, 2002
-------------- --------------
By: /s/Chris M. Hansen By: /s/James E. Hunger
---------------------------------------------- ------------------------------------------------------
Chris M. Hansen, Director James E. Hunter, Director
Date: March 26, 2002 Date: March 26, 2002
-------------- --------------
By: /s/Bernard G. Lynch By: /s/ Ronald C. Long
----------------------------------------------- ------------------------------------------------------
Bernard G. Lynch, Director Ronald C. Long, Director
Date: March 26, 2002 Date: March 26, 2002
-------------- --------------
By: /s/Arthur W. Pearce
-------------------------------------------------
Arthur W. Pearce, Director
Date: March 26, 2002
By: /s/Terry L. Hammond
----------------------------------------------
Terry L. Hammond, Executive Vice President
& Chief Financial Officer
Date: March 26, 2002
--------------
29